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Public markets, private orderings and corporate governance

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  • Pagano, Ugo

Abstract

In the New Property Rights approach the degree of incompleteness of markets is taken independently of the cost of the public ordering and of their efficiency relatively to private orderings. In this approach "public markets", similarly to a Swiss cheese, are either assumed to be non-existent empty holes (because of infinite third party verification costs) or assumed to be smooth and efficient (because of zero third party verification costs). When we allow for positive but not infinite third party verification costs we are necessarily pushed back to the insights of Commons, Coase, Fuller and Williamson. The degree of (in) completeness of public markets becomes an endogenous economic problem and managers can be seen as agents that make "second order" specific investments to run specific relations that cannot be efficiently run by public markets. Managers and the public authorities build respectively private and public "legal equilibria" that set the working rules within which transactions can take place. Private and public legal equilibria are not only substitutes but also complements. This complementarity is an important source of the path dependency that characterises the development of different legal systems. The framework is applied to GM's acquisition of Fisher Body. We claim that, contrary to the claims of the New Property Rights approach, the advantages of the acquisition cannot be due to the incentives of private property but should be rather related to the replacement of public markets by the new private ordering set up by Alfred Sloan.
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Suggested Citation

  • Pagano, Ugo, 2000. "Public markets, private orderings and corporate governance," International Review of Law and Economics, Elsevier, vol. 20(4), pages 453-477, December.
  • Handle: RePEc:eee:irlaec:v:20:y:2000:i:4:p:453-477
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    References listed on IDEAS

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    1. repec:hrv:faseco:33077889 is not listed on IDEAS
    2. Fabrizio Barca & Katsuhito Iwai & Ugo Pagano & Sandro Trento, 1998. "The Divergence of the Italian and Japanese Corporate Governance Models: The Role of Institutional Shocks," CIRJE F-Series CIRJE-F-32, CIRJE, Faculty of Economics, University of Tokyo.
    3. Bengt Holmstrom & John Roberts, 1998. "The Boundaries of the Firm Revisited," Journal of Economic Perspectives, American Economic Association, vol. 12(4), pages 73-94, Fall.
    4. Geoffrey M. Hodgson, 1998. "The Approach of Institutional Economics," Journal of Economic Literature, American Economic Association, vol. 36(1), pages 166-192, March.
    5. Andrei Shleifer, 1998. "State versus Private Ownership," Journal of Economic Perspectives, American Economic Association, vol. 12(4), pages 133-150, Fall.
    6. Hart, Oliver, 1995. "Firms, Contracts, and Financial Structure," OUP Catalogue, Oxford University Press, number 9780198288817.
    7. Ugo Pagano, 1999. "The Origin of Organizational Species," Working Papers wp118, Centre for Business Research, University of Cambridge.
    8. repec:mes:jeciss:v:30:y:1996:i:4:p:1212-1216 is not listed on IDEAS
    9. Williamson, Oliver E, 1994. "Evaluating Coase," Journal of Economic Perspectives, American Economic Association, vol. 8(2), pages 201-204, Spring.
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    Citations

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    Cited by:

    1. Belloc, Marianna & Pagano, Ugo, 2009. "Co-evolution of politics and corporate governance," International Review of Law and Economics, Elsevier, vol. 29(2), pages 106-114, June.
    2. Antonio Nicita & Simone Sepe, 2012. "Incomplete contracts and competition: another look at fisher body/general motors?," European Journal of Law and Economics, Springer, vol. 34(3), pages 495-514, December.
    3. Ugo Pagano, 2010. "Marrying in the Cathedral: A Framework for the Analysis of Corporate Governance," Chapters,in: The Law and Economics of Corporate Governance, chapter 6 Edward Elgar Publishing.
    4. Ugo Pagano, 2013. "Love, war and cultures: an institutional approach to human evolution," Journal of Bioeconomics, Springer, vol. 15(1), pages 41-66, April.
    5. Sven-Olof Collin, 2007. "Governance strategy: a property right approach turning governance into action," Journal of Management & Governance, Springer;Accademia Italiana di Economia Aziendale (AIDEA), vol. 11(3), pages 215-237, September.
    6. Ugo Pagano & Maria Rossi, 2004. "Incomplete Contracts, Intellectual Property and Institutional Complementarities," European Journal of Law and Economics, Springer, vol. 18(1), pages 55-76, July.
    7. D'Antoni, Massimo & Pagano, Ugo, 2002. "National cultures and social protection as alternative insurance devices," Structural Change and Economic Dynamics, Elsevier, vol. 13(4), pages 367-386, December.
    8. Ugo Pagano, 2012. "No institution is a free lunch: a reconstruction of Ronald Coase," International Review of Economics, Springer;Happiness Economics and Interpersonal Relations (HEIRS), vol. 59(2), pages 189-200, July.
    9. James H. Love, 2010. "Opportunism, Hold-Up and the (Contractual) Theory of the Firm," Journal of Institutional and Theoretical Economics (JITE), Mohr Siebeck, Tübingen, vol. 166(3), pages 479-501, September.
    10. Ugo Pagano, 2003. "Posiciones legales y complementariedades institucionales," Revista de Economía Institucional, Universidad Externado de Colombia - Facultad de Economía, vol. 5(9), pages 17-54, July-Dece.

    More about this item

    JEL classification:

    • K00 - Law and Economics - - General - - - General (including Data Sources and Description)
    • K10 - Law and Economics - - Basic Areas of Law - - - General (Constitutional Law)
    • L22 - Industrial Organization - - Firm Objectives, Organization, and Behavior - - - Firm Organization and Market Structure
    • P51 - Economic Systems - - Comparative Economic Systems - - - Comparative Analysis of Economic Systems
    • D23 - Microeconomics - - Production and Organizations - - - Organizational Behavior; Transaction Costs; Property Rights

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